Registration No.
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Modine Manufacturing Company
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(Exact Name of Issuer as specified in its charter)
Wisconsin 39-0482000
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403
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(Address of Principal Executive Offices) (Zip Code)
Modine 401(k) Retirement Plan for Hourly Non-Union Employees
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(Full title of the plan)
W. E. Pavlick, Secretary, 1500 DeKoven Avenue, Racine, WI 53403
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(Name and address of agent for service)
(262) 636-1200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee
---------- ---------- --------- ------------- ------------
Common Stock
($0.625 Par 250,000
Value) shares $25.50(3) $6,375,000(3) $1,683.00
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Plan described herein.
(2) Pursuant to Rule 457(h)(2), no filing fee is required with
respect to the participation in the Plan registered
hereunder.
<PAGE>
(3) The "Proposed Maximum Offering Price Per Share" and
"Proposed Maximum Aggregate Offering Price" are based upon
$25.50 per share, the closing price at which such stock was
sold on October 17, 2000.
An Exhibit Index appears on Pages 8 and 9 herein.
Page 1 of 12
<PAGE>
This registration statement pertains to additional shares of
Common Stock, $0.625 par value, of Modine Manufacturing Company
(the "Company") to be registered for issuance pursuant to the
Modine 401(k) Retirement Plan for Hourly Non-Union Employees (the
"Plan"). In accordance with Form S-8, General Instruction E, the
contents of the Company's Form S-8 Registration Statement filed
October 26, 1998, and bearing Registration No. 333-66111 is
hereby incorporated by reference as if fully set forth herein.
PART II
Item 8. Exhibits.
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4(a) Rights Agreement dated as of
October 16, 1986 between the
Registrant and First Chicago Trust
Company of New York (Rights Agent)
(filed by reference to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
March 31, 1997).
4(b)(i) Rights Agreement Amendment No. 1
dated as of January 18, 1995
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference to
the Registrant's Annual Report on
Form 10-K for the fiscal year ended
March 31, 2000).
4(b)(ii) Rights Agreement Amendment No. 2
dated as of January 18, 1995 between
the Registrant and First Chicago
Trust Company of New York (Rights
Agent) (filed by reference to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
March 31, 2000).
4(b)(iii) Rights Agreement Amendment No. 3
dated as of October 15, 1996
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference to
the exhibit contained within the
Registrant's Quarterly Report on Form
10-Q dated December 26, 1996).
4(b)(iv) Rights Agreement Amendment No. 4
dated as of November 10, 1997
between the Registrant and Norwest
Bank Minnesota, N.A., (Rights Agent)
(filed by reference to the exhibit
contained within the Registrant's
Quarterly Report on Form 10-Q dated
December 26, 1997).
<PAGE>
Note: The amount of long-term debt
-----
authorized under any instrument
defining the rights of holders of
long-term debt of the Registrant,
other than as noted above, does not
exceed ten percent of the total
assets of the Registrant and its
subsidiaries on a consolidated basis.
Therefore, no such instruments are
required to be filed as exhibits to
this Form. The Registrant agrees to
furnish copies of such instruments to
the Commission upon request.
*5(a) Opinion regarding legality of
original issuance securities provided
by von Briesen, Purtell & Roper, S.C.
5(b) In lieu of an opinion of counsel
concerning compliance with the
requirements of ERISA or an Internal
Revenue Service (IRS) determination
letter that the Plan is qualified
under section 401 of the Internal
Revenue Code, the Registrant hereby
undertakes that it has submitted or
will submit the Plan and any
amendments thereto to the IRS in a
timely manner and has made or will
make all changes required by the IRS
in order to qualify the plan.
15 Not Applicable.
*23(a) Consent of Independent Accountants,
provided by PricewaterhouseCoopers LLP.
*23(b) Consent of Counsel (included in
Exhibit 5(a)).
24 Not Applicable.
27 Not Applicable.
*99 Important Factors and Assumptions
Regarding Forwarding-Looking
Statements.
* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Racine, State of Wisconsin, on the 18th day of
October, 2000.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
---------------------------------
D. R. Johnson, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
D. R. JOHNSON October 18, 2000
--------------------------------- ----------------
D. R. Johnson, President and Date
Chief Executive Officer and
Director
A. D. REID October 18, 2000
--------------------------------- ----------------
A. D. Reid, Vice President and Date
Chief Financial Officer
W. E. PAVLICK October 18, 2000
--------------------------------- ----------------
W. E. Pavlick, Senior Vice Date
President, General Counsel
& Secretary
R. J. DOYLE October 18, 2000
--------------------------------- ----------------
R. J. Doyle, Director Date
F. P. INCROPERA October 18, 2000
--------------------------------- ----------------
F. P. Incropera, Director Date
<PAGE>
F. W. JONES October 18, 2000
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F. W. Jones, Director Date
October 18, 2000
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D. J. Kuester, Director Date
V. L. MARTIN October 18, 2000
--------------------------------- ----------------
V. L. Martin, Director Date
G. L. NEALE October 18, 2000
--------------------------------- ----------------
G. L. Neale, Director Date
M. C. WILLIAMS October 18, 2000
--------------------------------- ----------------
M. C. Williams, Director Date
M. T. YONKER October 18, 2000
--------------------------------- ----------------
M. T. Yonker, Director Date
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on this
18th day of October, 2000.
MODINE 401(k) RETIREMENT PLAN FOR
HOURLY NON-UNION EMPLOYEES
BY: WALTER A. LECOCQ
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Walter A. Lecocq, Vice
President of Marshall & Ilsley
Trust Company, Trustee
BY: MICHAEL C. WIEBER
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Michael C. Wieber, Vice
President of Marshall & Ilsley
Trust Company, Trustee
<PAGE>
EXHIBIT INDEX
Sequential
Description Page No.
----------- ----------
4(a) Rights Agreement dated as of
October 16, 1986 between the
Registrant and First Chicago Trust
Company of New York (Rights Agent)
(filed by reference to the
Registrant's Annual Report on Form
10-K for the fiscal year ended
March 31, 1997).
4(b)(i) Rights Agreement Amendment No. 1
dated as of January 18, 1995
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference to
the Registrant's Annual Report on
Form 10-K for the fiscal year ended
March 31, 2000).
4(b)(ii) Rights Agreement Amendment No. 2 dated
as of January 18, 1995 between the
Registrant and First Chicago Trust
Company of New York (Rights Agent)
(filed by reference to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended March 31, 2000).
4(b)(iii) Rights Agreement Amendment No. 3
dated as of October 15, 1996
between the Registrant and First
Chicago Trust Company of New York
(Rights Agent) (filed by reference to
the exhibit contained within the
Registrant's Quarterly Report on Form
10-Q dated December 26, 1996).
4(b)(iv) Rights Agreement Amendment No. 4
dated as of November 10, 1997
between the Registrant and Norwest
Bank Minnesota, N.A., (Rights Agent)
(filed by reference to the exhibit
contained within the Registrant's
Quarterly Report on Form 10-Q dated
December 26, 1997).
Note: The amount of long-term debt
-----
authorized under any instrument
defining the rights of holders of
long-term debt of the Registrant,
other than as noted above, does not
exceed ten percent of the total
assets of the Registrant and its
<PAGE>
Sequential
Description Page No.
----------- ----------
subsidiaries on a consolidated basis.
Therefore, no such instruments are
required to be filed as exhibits to
this Form. The Registrant agrees to
furnish copies of such instruments to
the Commission upon request.
*5(a) Opinion regarding legality of
original issuance securities
provided by von Briesen, Purtell &
Roper, S.C. 10
5(b) In lieu of an opinion of counsel
concerning compliance with the
requirements of ERISA or an Internal
Revenue Service (IRS) determination
letter that the Plan is qualified
under section 401 of the Internal
Revenue Code, the Registrant hereby
undertakes that it has submitted or
will submit the Plan and any
amendments thereto to the IRS in a
timely manner and has made or will
make all changes required by the IRS
in order to qualify the plan.
15 Not Applicable.
*23(a) Consent of Independent Accountants,
provided by PricewaterhouseCoopers LLP. 11
*23(b) Consent of Counsel, incorporated by
reference to Exhibit 5(a). 10
24 Not Applicable.
27 Not Applicable.
*99 Important Factors and Assumptions
Regarding Forwarding-Looking
Statements. 12
* Filed herewith
<PAGE>
